Chapter 10: General
Partnerships
§1001. Registration and annual statements of general partnerships.
§1002. Name; reservation of; change of.
§1003. Admission, withdrawal, or death of a partner.
§1004. Statement of dissolution.
§1005. Personal liability.
§1006. Cancellation of registration.
(a) Any general partnership formed under the laws of this State to do business in the State, or any general partnership formed under the laws of any other jurisdiction doing business in this State, shall file with the Registrar of Corporations, the registration and annual statements hereinafter provided. A registration statement shall be filed by a partnership formed under the laws of the State within 30 days after the partnership is formed, and by a partnership formed under the laws of any other jurisdiction within 30 days after the commencement of business in the State. Every such registration statement shall contain the following information:
(1) The name of the partnership;
(2) The name and residence of each partner, and whether said partner is a citizen of the Federated States of Micronesia;
(3) The nature of the partnership business;
(4) The location of the principal place of business of the partnership in the State and, if the partnership is formed under the laws of any other jurisdiction, the name of the jurisdiction and the location of the principal place of business of the partnership;
(5) The date the partnership was formed and, if the partnership is one formed under the laws of any other jurisdiction, the date the partnership commenced business in the State;
(6) The fact that none of the partners is a minor or an incompetent person; or
(7) In the case of a foreign general partnership, the designation of a person residing within the State as agent for service of process and notice.
(b) The registration statement of a domestic partnership shall be certified by each partner; the registration of a foreign partnership shall be certified by at least one partner.
(c) An annual statement shall be filed on or before March 31 of each year, as of December 31 of the preceding year. Every such annual statement shall list the names of any partner admitted, withdrawn, or who has died during the year, and shall indicate any changes from the information provided in the registration statement. Each annual statement shall be certified as correct by any partner.
Source: YSL 2-51 §76.
Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.
(a) No partnership shall take or use any name identical, or so similar as to lead to confusion and uncertainty, with the name of any corporation or partnership previously authorized to do business in the State of Yap. The partnership name shall consist of the surnames of at least two of the general partners.
(b) The exclusive right to the use of a partnership name may be reserved by any person intending to organize a domestic partnership, by any domestic partnership intending to change its name or by any foreign partnership intending to do business in the State. Reservation shall be made by filing with the Registrar an application to reserve a specified partnership name, and payment to the Registrar of a fee of $5.00. If the Registrar finds that the name is available for partnership use, it shall be reserved for the exclusive use of the applicant for a period of 60 days.
(c) Any partnership which changes its name shall within thirty days thereafter file with the Registrar of Corporations a statement showing:
(1) the registered name of the partnership; and
(2) the new name of the partnership. The statement shall be signed and certified as correct by any partner.
Source: YSL 2-51 §77, modified.
Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.
(a) Whenever a new partner is admitted to a domestic general partnership, or whenever any partner dies, a statement of such admission, withdrawal or death shall be filed with the Registrar within 30 days of the admission, withdrawal or death. The statement shall be acknowledged by each partner added or withdrawn, and by all other remaining partners. If a partner withdraws and cannot be located, the statement shall set forth those facts and need not be acknowledged or signed by the absent partner.
(b) The withdrawal or death of a partner shall operate to dissolve the partnership, unless otherwise provided in an agreement between the remaining partners, executed and filed with the Registrar within 30 days of the withdrawal or death.
Source: YSL 2-51 §78.
Whenever a domestic general
partnership is dissolved, a statement showing the cause of dissolution
shall be filed with the Registrar within 30 days after dissolution.
The statement shall be acknowledged by all partners except in cases
where the circumstances make it obviously impossible to secure the
signature of one or more partners, which circumstances shall be set forth
in the statement.
Source: YSL 2-51 §79.
If a partner neglects or fails to
comply with any provision of this division, or if the registration or
annual statement contains a false statement, all partners shall be liable
jointly and severally for all the debts and liabilities of the
partnership. This liability is in addition to all other liabilities
imposed under the law.
Source: YSL 2-51 §80, modified.
Cross-reference: The statutory provisions on rights, duties, and liabilities are found in chapter 6 of this division.
If any general partnership neglects
or fails for a period of two years to file any annual statement as
required by this division, the Registrar may cancel the registration or
certificate of such partnership. The cancellation of such
registration or certificate shall not relieve the partners of liability
imposed for the failure to file.
Source: YSL 2-51 §81, modified.
Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.